SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PELTZ NELSON

(Last)

(First)

(Middle)

TRIARC COMPANIES, INC.

280 PARK AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRIARC COMPANIES INC [ TRY;TRY.B ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock, Series 1	04/20/2004		J⁽¹⁾		3,145,734	A	⁽¹⁾	3,919,599	D
Class B Common Stock, Series 1	04/20/2004		F		3,145,734⁽²⁾	D	⁽²⁾⁽⁸⁾⁽⁹⁾	773,865	D
Class A Common Stock	04/20/2004		M		1,034,079	A	⁽⁸⁾⁽⁹⁾	1,491,953	D
Class B Common Stock, Series 1	04/20/2004		M		2,068,157	A	⁽⁸⁾⁽⁹⁾	2,842,022	D
Class A Common Stock								23,750	I	By Family Limited Partnership⁽³⁾⁽⁴⁾
Class A Common Stock								6,024,662	I	By Limited Partnership⁽⁴⁾⁽⁵⁾
Class B Common Stock, Series 1								47,500⁽⁶⁾	I	By Family Limited Partnership⁽³⁾⁽⁴⁾
Class B Common Stock, Series 1								4,763,434⁽⁶⁾	I	By Limited Partnership⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)⁽⁷⁾	$20.125	04/20/2004		M			1,635,000⁽⁸⁾⁽⁹⁾	⁽¹⁰⁾	04/21/2004	Class A Common Stock⁽⁸⁾⁽⁹⁾	1,635,000⁽⁸⁾⁽⁹⁾	$0	0	D
Phantom Stock⁽⁸⁾	$0⁽¹¹⁾	04/20/2004		M		600,921		01/02/2005⁽⁸⁾	01/02/2005⁽⁸⁾	Class A Common Stock	600,921	$0	600,921	D
Phantom Stock⁽⁸⁾	$0⁽¹¹⁾	04/20/2004		M		1,201,843		01/02/2005⁽⁸⁾	01/02/2005⁽⁸⁾	Class B Common Stock, Series 1	1,201,843	$0	1,201,843	D

Explanation of Responses:

1. Distribution of shares by DWG Acquisition Group, L.P. ("DWG Acquisition") to Nelson Peltz, a general partner of DWG Acquisition, in connection with the payment of the exercise price for options to acquire shares of Class A Common Stock and Class B Common Stock, Series 1, of Triarc Companies, Inc. ("Triarc") that were exercised by Mr. Peltz on April 20, 2004. See Table II.

2. In connection with the exercise of the stock options referred to in Table II on April 20, 2004, Mr. Peltz tendered 3,145,734 shares of Triarc's Class B Common Stock, Series 1, at a price per share equal to the closing price of such Class B Common Stock, Series 1, on April 20, 2004, as payment of the exercise price of such options. Mr. Peltz elected to defer receipt of 600,921 shares of Class A Common Stock and 1,201,843 shares of Class B Common Stock, Series 1, until January 2, 2005 resulting in the accrual to his account of 600,921 shares of Phantom Stock and 1,201,843 shares of Phantom Stock respectively. This deferral is subject to further deferral by Mr. Peltz under certain circumstances and subject to acceleration under certain other circumstances.

3. All such shares are owned by the Peltz Family Limited Partnership, an entity in which Mr. Peltz is a general partner.

4. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

5. All such shares are owned by DWG Acquisition, an entity in which Mr. Peltz is a general partner.

6. Includes shares of Class B Common Stock, Series 1, received in connection with the stock dividend referred to in Note 8 below.

7. With tandem tax withholding rights.

8. On August 11, 2003, Triarc declared a stock dividend, payable to all holders of record of Class A Common Stock on August 21, 2003, of two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock outstanding. As a result of the stock dividend, each outstanding option granted under Triarc's 1993 Equity Participation Plan was adjusted so that each such option outstanding as of August 21, 2003 became exercisable for both one share of Class A Common Stock and two shares of Class B Common Stock, Series 1.

9. This employee stock option was previously reported as an option to acquire shares of Class A Common Stock at an exercise price of $20.125 per share, but was adjusted to reflect the stock dividend referred to in Note 8 above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration.

10. The stock option vested on October 21, 2003.

11. One for one.

	/s/ Nelson Peltz	04/22/2004
	** Signature of Reporting Person	Date
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